R.A. Walker

About R.A. Walker

Independent director at ConocoPhillips since March 2020; former Chairman and CEO of Anadarko Petroleum (2012–2019) with prior roles as CFO, President, and COO. Age 68. Brings deep energy industry leadership and financial services experience (commercial and investment banking, asset management) plus regulatory and international perspective; currently a senior advisor to Jefferies Financial Group Inc. .

Past Roles

Organization	Role	Tenure	Committees/Impact
Anadarko Petroleum Corporation	Chairman & CEO; previously CFO, President & COO	2012–2019 (CEO); joined 2005	Led strategy through sale to Occidental; broad operations and finance oversight
Oil & gas industry; banking; institutional investor	Various leadership and finance roles	Pre-2005	Cross-functional capital markets and operating experience

External Roles

Organization	Role	Tenure	Committees/Impact
Jefferies Financial Group Inc.	Senior Advisor	Current	Advisory role; no COP related-party transactions disclosed
BOK Financial Corporation	Director (prior)	Prior	Board service (ended before current COP tenure)
CenterPoint Energy Corporation	Director (prior)	Prior	Board service (prior)
Enable Midstream Partners, LP	Director (prior)	Prior	Board service (prior)
Health Care Services Corporation	Director (prior)	Prior	Board service (prior)

Board Governance

Independence: Board determined all non‑employee directors meet NYSE independence standards; 10 of 12 nominees are independent. Walker is listed as an independent nominee and non‑employee director .
Committee assignments (as of May 12, 2025): Audit & Finance Committee (member); Public Policy & Sustainability Committee (member). Not a chair .
Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate Board and applicable committee meetings. Audit & Finance held 9 meetings; Public Policy & Sustainability held 5 meetings in 2024 .
Lead Independent Director: Role held by Robert A. Niblock; duties include presiding over executive sessions and approving agendas and schedules .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$115,000	Standard non‑employee director cash compensation
Audit & Finance Committee member fee	$10,000	Non‑chair member fee
Public Policy & Sustainability Committee member fee	$7,500	Non‑chair member fee
Cash actually paid (2024)	$132,500	Walker’s 2024 cash compensation (consistent with retainer + committee fees)

No meeting fees; international director fee applies only to directors residing outside the U.S. (not indicated for Walker) .
Deferral: Directors may elect to receive cash compensation in stock or RSUs or defer into the Director Deferral Plan .

Performance Compensation

Equity Element	Grant Date Value	Vesting/Restrictions	Notes
Annual RSU grant	$220,039	Fully vested at grant; transfer restrictions lapse per elected schedule; dividend equivalents accrue as RSUs	2024 grant value reported for Walker; program targets $220,000 per year for non‑employee directors
Change-in-control treatment	N/A (director awards)	Restrictions lapse upon retirement, disability, death, or change in control unless deferred	Director awards are not performance‑based; no options in director program

Performance metrics: None — non‑employee director equity awards are time‑based and not tied to corporate performance metrics (distinct from executive PSP/VCIP frameworks) .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None listed for Walker in the skills matrix (“Other Current U.S. Public Company Directorships” column is blank) .
Prior public boards	BOK Financial; CenterPoint Energy; Enable Midstream Partners; Health Care Services Corporation .
Committee interlocks	HRCC interlocks section applies to compensation committee; Walker is not on HRCC. No interlocks disclosed for Walker .
Independence review transactions	Board disclosed ordinary‑course transactions for certain directors; Walker not among those listed in the independence review table .

Expertise & Qualifications

CEO/senior officer experience (Anadarko); energy industry domain expertise; financial reporting and capital markets fluency; global, regulatory/government, technology, environmental/sustainability, and human capital oversight skills as profiled in nominee skills .

Equity Ownership

Holder	Total Common Stock Beneficially Owned	Options Exercisable ≤60 Days	Restricted/Deferred Stock Units	Notes
R.A. Walker	44,900	—	14,450	Includes 6,900 shares held by an LLP where Walker exercises investment control; group of current directors/executives owns <1% of COP

Director stock ownership guidelines require ownership equal to aggregate annual equity grants received during first five years; all directors meet or exceed guidelines .

Potential Conflicts & Related-Party Exposure

Policy: AFC pre‑reviews any related‑party transactions >$120,000 involving directors/executives/five‑percent holders or immediate family; prohibits transactions inconsistent with stockholder interests .
Disclosures: 2024 report lists specific related‑party items (family employment; employee‑director compensation) — none involve Walker; no Jefferies‑related transactions disclosed .
Hedging/pledging: Governance highlights prohibit pledging/hedging for employees; Code applies to directors, officers, and employees. No pledging/hedging or repricing provisions mentioned for directors’ awards; no Walker pledging disclosed .

Signals & Red Flags

Attendance and engagement: Meets ≥75% threshold; serves on two oversight‑intensive committees (AFC and PPSC) — positive for board effectiveness .
Pay structure: Balanced cash/equity; equity is restricted stock units without performance metrics — typical for directors; no options; no tax gross‑ups recorded for Walker in 2024 (All Other Compensation shows “—”) .
Conflicts: No related‑party transactions or interlocks disclosed for Walker; senior advisor role at Jefferies noted — monitor for any future COP engagements with Jefferies, though none disclosed .

Governance Assessment

Strengths: Independent status; service on Audit & Finance (financial reporting, cybersecurity, risk oversight) and Public Policy & Sustainability (ESG, operations integrity, regulatory risk) aligns with his energy/finance background; solid attendance; ownership aligned with guidelines; compensation within program norms .
Watch items: Director equity not performance‑linked (market standard, but less pay‑for‑performance signaling); external advisory role at Jefferies merits routine oversight for potential transactional interactions; otherwise, no conflicts or red flags disclosed .